Common use of Deposit and Securities Accounts Clause in Contracts

Deposit and Securities Accounts. The Company will, and will cause each of its Subsidiaries to: (A) Maintain its, and cause each of its Subsidiaries to maintain their respective, operating and other deposit accounts and securities accounts only at the banks and other financial institutions identified on Schedule 4(c) or as disclosed pursuant to a notice timely delivered pursuant to Section 6(a)(xii)(B). The Obligors shall further maintain, at all times, an ACH payment structure in favor of Agent reasonably satisfactory to Agent. (B) Provide Agent five (5) Business Days prior written notice before establishing any Collateral Account of the Company or any Subsidiary at or with any bank, broker or other financial institution, and upon opening such account, provide Agent with a written notice identifying the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. Subject to the Intercreditor Agreement, for each Collateral Account that the Company or any Subsidiary at any time maintain, the Company shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company’s or its Subsidiaries’ employees and identified to Agent by the Company as such and (ii) deposit accounts holding Cash exclusively securing obligations permitted under clause (g) of the definition of Permitted Indebtedness in an amount not to exceed the amounts set forth in such clause (g), provided that at any time that any of the Cash in the deposit accounts referenced in the foregoing clause (ii) is no longer being used to secure the obligations permitted under clause (g) of the definition of Permitted Indebtedness then any such Cash shall be transferred to a Collateral Account that shall be subject to provisions of the foregoing sentence.

Deposit and Securities Accounts. The Company will(a) On or prior to the Restatement Date, each Grantor shall deliver to the Collateral Trustee one or more Control Agreements (Deposit and will cause Securities Accounts), executed by all parties thereto, for each Deposit Account and each Securities Account that is included in the Collateral in which such Grantor has an interest as of its Subsidiaries to: the date hereof (Acollectively, the “Pledged Accounts”); provided that no Grantor shall be required at any time to enter into Control Agreements (Deposit and Securities Accounts) Maintain itswith respect to any Deposit Account or Securities Account solely to the extent that the same constitutes an Excluded Perfection Asset at such time. After the Restatement Date, each Grantor shall deliver to the Collateral Trustee a Control Agreement (Deposit and cause Securities Accounts) for each of its Subsidiaries Deposit Account and each Securities Account in which such Grantor has an interest after the Restatement Date; provided that no Grantor shall be required at any time to maintain their respectiveenter into a Control Agreement with respect to any Deposit Account or Securities Account solely to the extent that the same constitutes an Excluded Perfection Asset at such time. Each Grantor agrees that it shall have no Deposit Account or Securities Accounts other than (i) Deposit Accounts and Securities Accounts with respect to which Control Agreements (Deposit and Securities Accounts) have been delivered, operating (ii) Deposit Accounts and other deposit accounts Securities Accounts that constitute Excluded Perfection Interests and securities accounts only at the banks and other financial institutions identified on Schedule 4(c(iii) or as disclosed pursuant to a notice timely delivered pursuant to Section 6(a)(xii)(B). The Obligors shall further maintain, at all times, an ACH payment structure in favor of Agent reasonably satisfactory to AgentDeposit Accounts that constitute Excluded Assets. (Bb) Provide Agent five (5) Business Days prior written notice before establishing any Each Grantor irrevocably authorizes the Collateral Account Trustee to notify each Depositary Bank of the Company or any Subsidiary at or with any bank, broker or other financial institution, and upon opening such account, provide Agent with a written notice identifying occurrence of an Actionable Default. Following the name, address and telephone number occurrence of each bank or other institutionan Actionable Default, the name Collateral Trustee may instruct each Depositary Bank to transfer immediately all funds and investments held in which each Deposit Account or Securities Account to an account designated by the account is heldCollateral Trustee; provided, a description however, that the Collateral Trustee agrees that it shall deliver such instruction only during the continuation of an Actionable Default. Each Grantor hereby agrees to irrevocably direct each Depositary Bank to comply with the instructions of the purpose of the account, and the complete account number therefor. Subject to the Intercreditor Agreement, for each Collateral Account that the Company or any Subsidiary at any time maintain, the Company shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument Trustee with respect to the applicable Deposit Account or Securities Account held by such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with Depositary Bank without further consent from the terms hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and Grantor or any other employee wage and benefit payments to or for the benefit of the Company’s or its Subsidiaries’ employees and identified to Agent by the Company as such and (ii) deposit accounts holding Cash exclusively securing obligations permitted under clause (g) of the definition of Permitted Indebtedness in an amount not to exceed the amounts set forth in such clause (g), provided that at any time that any of the Cash in the deposit accounts referenced in the foregoing clause (ii) is no longer being used to secure the obligations permitted under clause (g) of the definition of Permitted Indebtedness then any such Cash shall be transferred to a Collateral Account that shall be subject to provisions of the foregoing sentencePerson.

Deposit and Securities Accounts. The Company will(i) Subject to Sections 5.12 and 5.15 of the Credit Agreement, each Grantor shall maintain all Deposit Accounts and will cause each Securities Accounts (excluding any Excluded Accounts) only with financial institutions that have executed an agreement (in form and substance reasonably acceptable to the Agent) (an “Account Control Agreement”) with such Grantor and the Agent, agreeing to comply with instructions issued or originated by the Agent directing the disposition of its Subsidiaries to: funds from time to time credited to such Deposit Account or Securities Account without further consent of any Grantor or any other Person; provided that (A) Maintain its, for any such Deposit Accounts and cause each of its Subsidiaries to maintain their respective, operating and other deposit accounts and securities accounts only at Securities Accounts not in existence on the banks and other financial institutions identified on Schedule 4(c) or as disclosed pursuant to a notice timely delivered pursuant to Section 6(a)(xii)(B). The Obligors shall further maintain, at all times, an ACH payment structure in favor of Agent reasonably satisfactory to Agent. (B) Provide Agent five (5) Business Days prior written notice before establishing any Collateral Account of the Company or any Subsidiary at or with any bank, broker or other financial institution, and upon opening such account, provide Agent with a written notice identifying the name, address and telephone number of each bank or other institutionClosing Date, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. Subject to the Intercreditor Agreement, for each Collateral Account that the Company or any Subsidiary at any time maintain, the Company applicable Grantor shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver such an Account Control Agreement to be in place within 90 days (or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien longer period of time as the Agent may approve in its sole discretion) of the opening of (or acquisition of) such Collateral Account in accordance with accounts, and (B) the terms hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence this paragraph shall not apply to (i) deposit accounts exclusively used any Deposit Account for payrollwhich any Grantor, payroll taxes the depositary bank and other employee wage the Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and benefit payments to or the Agent for the benefit specific purpose set forth therein. The Agent agrees that (x) it shall have no right to provide any such instructions unless a Cash Dominion Period is in effect, and (y) if such instructions have been delivered by the Agent to a financial institution and no Cash Dominion Period is continuing, the Agent and such Grantor agree to promptly amend the applicable Account Control Agreement with the applicable financial institution or enter into a new Account Control Agreement with such financial institution (or rescind any such instructions), as and to the extent required by such financial institutions, to reestablish the right of such Grantor to provide written instructions from time to time to such financial institution for the disposition of funds in the applicable Deposit Account or Securities Account, unless and until a new Cash Dominion Period has commenced. Any funds received by Agent pursuant to an Account Control Agreement shall be applied in accordance with Section 2.13(d) of the Company’s Credit Agreement or its Subsidiaries’ employees and identified to Agent by Section 7.02 of the Company Credit Agreement, as such and applicable. (ii) deposit accounts holding Cash exclusively securing obligations permitted under clause (gOn each date on which a Compliance Certificate is delivered to the Agent pursuant to Section 5.04(c) of the definition Credit Agreement, the Administrative Loan Party shall provide a list of Permitted Indebtedness in an amount any Deposit Accounts and Securities Accounts which are not to exceed the amounts set forth in such clause (g), provided that at any time that any of the Cash in the deposit accounts referenced in the foregoing clause (ii) is no longer being used to secure the obligations permitted under clause (g) of the definition of Permitted Indebtedness then any such Cash shall be transferred to a Collateral Account that shall be subject to provisions an Account Control Agreement, together with an indication of the foregoing sentencewhich such accounts are Excluded Accounts.

Deposit and Securities Accounts. The Company will(a) Subject to Sections 5.12 and 5.14 of the Credit Agreement, each Grantor shall maintain all Deposit Accounts and will cause each Securities Accounts (excluding any Excluded Accounts) only with financial institutions that have executed an agreement (in form and substance reasonably acceptable to the Agent) (an “Account Control Agreement”) with such Grantor and the Agent, agreeing to comply with instructions issued or originated by the Agent directing the disposition of its Subsidiaries to: funds from time to time credited to such Deposit Account or Securities Account without further consent of any Grantor or any other Person; provided that (A) Maintain its, for any such Deposit Accounts and cause each of its Subsidiaries to maintain their respective, operating and other deposit accounts and securities accounts only at Securities Accounts not in existence on the banks and other financial institutions identified on Schedule 4(c) or as disclosed pursuant to a notice timely delivered pursuant to Section 6(a)(xii)(B). The Obligors shall further maintain, at all times, an ACH payment structure in favor of Agent reasonably satisfactory to Agent. (B) Provide Agent five (5) Business Days prior written notice before establishing any Collateral Account of the Company or any Subsidiary at or with any bank, broker or other financial institution, and upon opening such account, provide Agent with a written notice identifying the name, address and telephone number of each bank or other institutionClosing Date, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. Subject to the Intercreditor Agreement, for each Collateral Account that the Company or any Subsidiary at any time maintain, the Company applicable Grantor shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver such an Account Control Agreement to be in place within 90 days (or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien longer period of time as the Agent may approve in its sole discretion) of the opening of (or acquisition of) such Collateral Account in accordance with accounts, and (B) the terms hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence this paragraph shall not apply to (i) deposit accounts exclusively used any Deposit Account for payrollwhich any Grantor, payroll taxes the depositary bank and other employee wage the Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and benefit payments to or the Agent for the benefit of the Company’s or its Subsidiaries’ employees specific purpose set forth therein. The Agent agrees that (x) it shall have no right to provide any such instructions unless a Cash Dominion Period is in effect, and identified to Agent (y) if such instructions have been delivered by the Company Agent to a financial institution and no Cash Dominion Period is continuing, the Agent and such Grantor agree to promptly amend the applicable Account Control Agreement with the applicable financial institution or enter into a new Account Control Agreement with such financial institution (or rescind any such instructions), as and to the extent required by such financial institutions, to reestablish the right of such Grantor to provide written instructions from time to time to such financial institution for the disposition of funds in the applicable Deposit Account or Securities Account, unless and (ii) deposit accounts holding until a new Cash exclusively securing obligations permitted under clause (gDominion Period has commenced. Any funds received by Agent pursuant to an Account Control Agreement shall be applied in accordance with Section 2.13(d) of the definition of Permitted Indebtedness in an amount not to exceed the amounts set forth in such clause (g), provided that at any time that any Credit Agreement or Section 7.02 of the Cash in Credit Agreement, as applicable. (b) On each date on which a Compliance Certificate is delivered to the deposit accounts referenced in the foregoing clause (ii) is no longer being used Agent pursuant to secure the obligations permitted under clause (gSection 5.04(c) of the definition Credit Agreement, the Administrative Loan Party shall provide a list of Permitted Indebtedness then any Deposit Accounts and Securities Accounts which are not subject to an Account Control Agreement, together with an indication of which such Cash accounts are Excluded Accounts; it being understood and agreed that no Account Control Agreement shall be transferred required to be delivered in connection with the Designated Subleased Equipment Designated Account. 155657.01206/121709896v.5 (c) Each Grantor represents, warrants and covenants that no amounts shall be deposited into the Designated Subleased Equipment Designated Account other than payments from customers pursuant to a Collateral Account that shall be subject to provisions of the foregoing sentenceDesignated Subleased Equipment Lease.

Deposit and Securities Accounts. The Company will, and will cause each of its Subsidiaries to: (Aa) Maintain its, and cause each of its Subsidiaries to maintain their respective, operating and other deposit accounts and securities accounts Collateral Accounts only at the banks and other financial institutions identified on Schedule 4(c) in the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to Section 6(a)(xii)(B)subsection (b) below. The Obligors Borrowers shall further maintain, at all times, maintain an ACH payment structure in favor of Agent Agent, reasonably satisfactory to Agent. (Bb) Provide Agent five (5) Business Days prior written notice (or such shorter time period as approved by Agent in its sole discretion) before establishing any Collateral Account of the Company or any Subsidiary at or with any bank, broker or other financial institution, and upon opening such account, provide Agent with a written notice identifying the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. Subject Except to the Intercreditor Agreementextent delivery is permitted after the Closing Date in accordance with Section 3.3(b), for each Collateral Account that the Company or any Subsidiary Loan Party at any time maintainmaintains, the Company Borrowers shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts Deposit Accounts exclusively used for payroll, payroll taxes taxes, and other employee wage and benefit payments to or for the benefit of the CompanyBorrower’s or its Subsidiaries’ employees and identified to Agent by the Company Borrower as such on the Perfection Certificate or from time to time after the Closing Date by written notice to Agent, provided that the aggregate balance maintained in all such accounts shall not exceed the amount as is necessary to fund payroll, payroll taxes and other such payments as are due at the end of the then-next 150% of one payroll period, (ii) deposit accounts holding the Qualified Merchant Accounts, (iii) Permitted Cash exclusively securing obligations permitted under clause Collateral Accounts, and (giv) of the definition of Permitted Indebtedness in an amount not to exceed the amounts set forth in such clause (g), other Collateral Account provided that the aggregate balance thereof at any time that any of the Cash in the deposit accounts referenced in the foregoing clause shall not exceed Five Hundred Thousand Dollars (ii) is no longer being used to secure the obligations permitted under clause (g) of the definition of Permitted Indebtedness then any such Cash shall be transferred to a Collateral Account that shall be subject to provisions of the foregoing sentence$500,000).

Deposit and Securities Accounts. The Company CompanyParent will, and will cause each of its Subsidiaries to: (A) Maintain its, and cause each of its Subsidiaries to maintain their respective, operating and other deposit accounts and securities accounts only at the banks and other financial institutions identified on Schedule 4(c) or as disclosed pursuant to a notice timely delivered pursuant to Section 6(a)(xii)(B). The Obligors shall further maintain, at all times, an ACH payment structure in favor of Agent reasonably satisfactory to Agent.. ​ (B) Provide Agent five (5) Business Days prior written notice before establishing any Collateral Account of the Company CompanyParent or any Subsidiary at or with any bank, broker or other financial institution, and upon opening such account, provide Agent with a written notice identifying the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor. Subject to the Intercreditor Agreement, for forFor each Collateral Account that the Company CompanyParent or any Subsidiary at any time maintain, the Company CompanyParent shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder which Account Control Agreement may not be terminated without the prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the CompanyCompany’sParent’s or its Subsidiaries’ employees and identified to Agent by the Company CompanyParent as such and (ii) deposit accounts holding Cash exclusively securing obligations permitted under clause (g) of the definition of Permitted Indebtedness in an amount not to exceed the amounts set forth in such clause (g), provided that at any time that any of the Cash in the deposit accounts referenced in the foregoing clause (ii) is no longer being used to secure the obligations permitted under clause (g) of the definition of Permitted Indebtedness then any such Cash shall be transferred to a Collateral Account that shall be subject to provisions of the foregoing sentence.. ​

Deposit and Securities Accounts. The Company will, and will cause each of its Subsidiaries to: (Aa) Maintain its, and cause each of its Subsidiaries to maintain their respective, operating and other deposit accounts and securities accounts Collateral Accounts only at the banks and other financial institutions identified on Schedule 4(c) in the Perfection Certificate or as disclosed pursuant to a notice timely delivered pursuant to Section 6(a)(xii)(B)subsection (b) below. The Obligors Borrowers shall further maintain, at all times, maintain an ACH payment structure in favor of Agent reasonably Administrative Agent, satisfactory to Administrative Agent. (Bb) Provide Administrative Agent five (5) Business Days prior with written notice before establishing concurrently with the delivery of each Compliance Certificate of any Collateral Account of the Company or any Subsidiary established at or with any bank, broker or other financial institutioninstitution since the delivery of the last Compliance Certificate, and upon opening such account, provide Agent with a written which notice identifying shall identify the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor, provided that prior to effectiveness of an Account Control Agreement with respect to any such new Collateral Account, to the extent such Collateral Account is required to be subject to an Account Control Agreement, Loan Parties shall not permit the account balance of such new Collateral Account to exceed $100,000. For Subject to any period allowed for implementation of Account Control Agreements following the Intercreditor AgreementRestatement Date as set forth in Schedule 2B hereto, for each Collateral Account that the Company or any Subsidiary Loan Party at any time maintainmaintains, the Company Loan Parties shall cause the applicable bank, broker or financial institution at or with which any Collateral Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect AgentCollateral Trustee’s Lien in such Collateral Account in accordance with the terms hereunder which Account Control Agreement may not be terminated without the prior written consent of Agenthereunder. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company’s any Loan Party or its any of their Subsidiaries’ employees and identified employees, provided that the aggregate balance of such accounts does not exceed the amount necessary to Agent by fund the Company as such and then-next payroll period, (ii) deposit Collateral Accounts maintained by ISR Guarantor established in Israel; and (iii) accounts holding Cash established exclusively securing obligations to hold cash collateral permitted under clause (g) of to be pledged pursuant to the definition of “Permitted Indebtedness in an amount not to exceed the amounts set forth in such clause (g)Liens”, provided that at any time the balance of such accounts does not exceed the amount permitted by the corresponding clause of “Permitted Liens”, and provided further, in each case, with respect to clauses (i) and (iii) that any of the Cash such Collateral Account is identified as such in the deposit accounts referenced in the foregoing clause (ii) is no longer being used to secure the obligations permitted under clause (g) Perfection Certificate or any updated schedule of the definition of Permitted Indebtedness then any such Cash shall be transferred to Collateral Accounts provided with a Collateral Account that shall be subject to provisions of the foregoing sentenceCompliance Certificate.